BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Tax Law
  • schedule 90 minutes

Tax Counsel's Guide to Partnership Disguised Sales Rules: Structuring Transactions to Avoid Taxable Events

$347.00

This course is $0 with these passes:

CLE
ALL
  1. keyboard_arrow_leftBack
BarbriPdBannerMessage

Description

Section 707(a)(2) provides rules for disguised sales and payments between a partner and a partnership, and rules for disguised sales of property between partners in a partnership and the tax treatment of such transactions. However, Treas. Reg. 1.707-3 provides a notable exception to the general rule that contribution of property in exchange for a partnership interest is a non-recognition event. Transactions falling under those listed in the regulation are treated as a sale of property by the partnership to the transferring partner, creating a taxable event requiring gain recognition. 

Tax counsel must recognize that Section 707 and its regulations put the burden of proof on the partnership to defend a transaction against a disguised sale challenge and the impact of potential amendments under the One Big Beautiful Bill Act.

Listen as our panel discusses the facts and circumstances tests under current Treasury regulations and potential changes to the disguised sale rules in the 2025 tax reform, and offers useful guidance in drafting transfer documents to withstand IRS scrutiny

Presented By

Shane M. Shelley
Partner
Morrison Foerster
Megan J. Whitlock
Shareholder, Tax Advisory Services
Schneider Downs

Ms. Whitlock has more than 20 years of public accounting experience. Her industry focus includes energy, real estate, and private equity. She works closely with the firm’s tax teams on partnership issues. Prior to joining Schneider Downs, Ms. Whitlock worked in the national tax office of both Big Four and Mid-tier firms, advising clients on compliance, mergers, acquisitions, disguised sale analysis, allocations and calculations related to section 704(c) and 743(b), partnership agreement interpretation, and wrote multiple memorandums and opinions related to partnership transactions. She is a frequent speaker and author on technical tax topics.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, August 26, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Current status of disguised sale regulations

II. Impact of 2025 tax reform under the One Big Beautiful Bill Act

III. Structuring considerations to avoid disguised sale reclassification

IV. IRS approach to property and key areas of focus

V. Best practices for tax counsel to minimize adverse tax consequences

The panel will discuss these and other key issues:

  • Impact of 2025 tax bill on partnership transactions
  • The IRS approach to what constitutes "property" in partnership transactions
  • Transactions that are most likely to trigger disguised sale and anti-abuse rules—and result in taxable events